Exhibit
10.1


 


 


August 19, 2008


 


Stephen J. Lombardi


[Address]


 


Dear Steve:


 


This letter confirms the
arrangements with respect to your appointment as President, Chief Executive
Officer and Director of Helicos BioSciences Corporation (the “Company” or “Helicos”),
reporting to the Board of Directors.


 


In addition to your
current responsibilities as President of Helicos, you will begin your duties as
Chief Executive Officer and Director on August 18, 2008.


 


Your salary in connection
with your employment as Chief Executive Officer and President will be paid at
an initial gross rate of $375,000 annually in accordance with the Company’s
normal payroll practices as established or modified from time to time.


 


You
will be offered an Amended and Restated Change in Control Agreement,
substantially in the form attached hereto as Exhibit A.


 


You will continue to be
eligible to participate in the Helicos Management Bonus Program and in benefits
programs to the same extent as, and subject to the same terms, conditions and limitations
applicable to other employees of the Company of similar rank and tenure, as
such benefits programs may be established or modified from time to time.


 


Contingent
upon your acceptance of the position of Chief Executive Officer, you have been
granted the option to purchase up to 150,000 shares (the “Option Shares”) of
the Company’s common stock (the “Common Stock”).  The purchase price per share shall be the last reported sale price quoted on
the NASDAQ Global Market on August 18, 2008.  August 18, 2008 will be
your vesting start date.  The Option
Shares shall be issued pursuant to the Company’s 2007 Stock Option and
Incentive Plan.  The Option Shares are
intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.  The Option Shares shall be subject to the
terms of an option agreement, which will include, among other things, a vesting
schedule.  The first 25% of the Option
Shares will vest on the first anniversary of your vesting start date.  The remainder shall vest in equal monthly
installments over the next three years.


 


The Company believes that
an “at-will” relationship is in the best interests of both the Company and its
employees.  Accordingly, your employment
with the Company will be “at-will,” meaning that either you or the Company may
terminate your employment relationship at any time, for any reason, with or
without prior notice.  Moreover, the
terms in this letter are not contractual, but are a summary of our initial
employment relationship and are subject to later modification by the Company,
except that the nature of your at-will relationship may not be modified except
by an 


 


 

















 


 


express written agreement
signed by the Chairman of the Compensation Committee of the Board of Directors
of the Company.


 


If you agree with the
terms of this letter, please indicate your acceptance by signing, dating and
returning a copy to my attention.


 


Sincerely,


 


	
  /s/ Robert F. Higgins

  	
   

  



Robert F. Higgins


Chairman, Compensation
Committee of the Board of Directors


 


AGREED TO AND ACCEPTED:


 


I am pleased to accept
the terms stated in this letter, and I understand and agree to all of its
terms.


 


 




	
  /s/ Stephen J. Lombardi

  	
   

  	
  August 19, 2008

  
	
  Stephen J. Lombardi

  	
   

  	
  Date